Pinnacle Provides Further Details for El Potrero Finder's Fee

Executive Summary

• Pinnacle Silver and Gold Corp. received conditional TSX Venture Exchange approval to issue a total of 191,580 Finder’s Fee shares linked to the staged option on its El Potrero gold‑silver project.
• The issuance is tied to cash payments up to US$298,000 and multiple milestone‑based installments (share and cash) through 2027, including a contingency tranche upon achieving a ≥350,000 oz Au‑eq inferred resource.
• The transaction supports Pinnacle’s plan to earn an initial 50% interest in El Potrero at production start‑up and potentially increase ownership to 100% subject to a 2% NSR, providing a less dilutive path to project development.

Key Details

• Conditional TSXV Approval: 191,580 Finder’s Fee shares authorized under TSX Venture Exchange Policy 5.1.
• Finder’s Fee Structure: 4% of the measurable benefit of each installment payment payable to Juan Jose Camacho (arm’s‑length party).
• Initial Issuance (Feb 24 2025): 71,580 shares at a deemed value of $0.05 per share.
• Second Installment: 40,000 shares at a deemed value of $0.11 per share plus US$8,000 cash payment.
• Third Installment (Due Feb 24 2026): 40,000 shares and US$30,000 cash.
• Future Milestone Payments:
• US$40,000 payable when the plant is upgraded and permits obtained (or 4 years from DA signing).
• US$60,000 payable one year after production commences (or 5 years from DA signing).
• US$120,000 payable two years after production commences (or 7 years from DA signing).
• Contingency Issuance: Additional 40,000 shares and US$40,000 cash upon establishing a NI 43‑101 inferred resource of ≥350,000 oz Au‑eq.
• Project Context – El Potrero:
• Located in Durango, Mexico; near four operating mines (Ciénega, Tahuehueto, Topia).
• Historic low‑sulphidation epithermal vein system with three historic mines along a 500 m strike.
• Existing 100 tpd plant and underground workings available for refurbishment to enable near‑term production once permits are secured.
• Ownership Path: Immediate 50% interest upon production start; option to increase to 100% ownership subject to a 2% Net Smelter Return (NSR).

Notable Quotes

“If successful, this approach would be less dilutive for shareholders than relying on the equity markets to finance the growth of the Company.” – Robert A. Archer, President & CEO

Materiality Assessment: Material – Positive (the approved share issuance and cash payments represent a significant financing mechanism tied to project milestones, potentially affecting shareholder value).